Rainbow Factory Remake
by teygrim
Summary: This story is a reimagining of a grimdark by Aurora Dawn. The basic storyline is largely the same but the approach is vastly different. This is not just a retreat it's a remake.


**Rainbow Factory (Remake)**

By Teygrim

Based on a story by Aurora Dawn.

Pegasi from all over Equestria gathered in Cloudsdale to complete their Flight Exam. The exam was used to determine job eligibility and every pegasi had only one chance to complete the test. There were no retests and no postponements; so even injured pegasi had to complete the exam if they wished to avoid the more unpleasant jobs. Nopony wanted to spend the rest of their lives transporting trash or cleaning toilets but the job that everypony feared the most was rainbow production. Nopony knew what went on behind the windowless walls of the Rainbow Factory, and Nopony ever wanted to find out.

Scootaloo heard several pegasi whisper anxiously about the dreaded possibility of working in the Rainbow Factory, but the young filly was preoccupied with other matters. The orange pegasus was determined to become a weather pony like her idol, Rainbow Dash but weather making was a highly sought after job for pegasi. Only the top twenty percent of exam takers were ever offered a weather making job but this wasn't what concerned Scootaloo. Rainbow Dash had personally trained the young filly every day of the month leading up to the exam and she was the best flyer Scootaloo had ever seen. The matter that Scootaloo was obsessing over had to do with Rainbow Dash herself.

On the last day of her personal training, Scootaloo told her idol that she wanted to be a weather pony. "I want to be just like you," were her exact words. The young filly only wanted to show her appreciation for everything Rainbow Dash had done for her, and she wanted to let the rainbow maned pegasus know how much she admired her. But Rainbow Dash must have taken it the wrong way.

Rainbow Dash suddenly became enraged. "Don't be like me," she snapped at Scootaloo. "Don't you dare."

Scootaloo was stunned. Even when she had time to reflect the little filly still couldn't figure out how she had offended her hero so deeply. What was worse was that Rainbow Dash refused to attend Scootaloo's exam. She said that she had to work but Scootaloo knew that it was only an excuse. Clear sky's had been scheduled for the whole week. Obviously Rainbow Dash didn't come because she simply didn't want to.

The thought made Scootaloo's eyes well up with tears so she quickly looked for a distraction to stop herself from crying in front of all the other pegasi. She found a nearby colt and introduced herself. "Hi, I'm Scootaloo," she said with a forced smile. "What's your name?"

The light purple colt was clearly very nervous about the exam but he returned a forced smile and replied, "Orion."

"I'm going to be a weather pony," Scootaloo went on. "What job are you aiming for?"

"Anything but rainbow production," said Orion. Uncomfortably he added "My dad works in the Rainbow Factory."

"Really?" Scootaloo said with surprise and sudden interest. "What does he do there?"

The colt shrugged. "Something to do with machines, he doesn't talk about it."

"Maybe it's not so bad then," said Scootaloo.

"It is," Orion replied bluntly. He didn't elaborate.

"How do you know it's bad if you don't even know what he does?" said Scootaloo, confused.

The colt just shrugged again. The conversation ended there. Scootaloo regretted talking to the purple colt. The two of them sat in awkward silence as they waited for the exam to begin and Scootaloo felt no better than she did before she opened her mouth. Fortunately the exam began a few minutes later.

An adjudicator with a loud voice outlined the exam to the gathered pegasi; "Clear every cloud, fly through every hoop in the correct order and dive for at least three seconds without hitting the bottom cloud layer. You will be judged on speed, accuracy and agility. Pegasi who pass will be asked to gather by the East gate where you will receive your grades and a list of employment options. Pegasi who receive below average results will only be qualified for rainbow production and will be asked to gather by the West gate. Exam failers will be immediately escorted to the Rainbow Factory when the exam is complete. When I call your name, please make your way to the starting line."

The first name was "Aurora." It was a yellow filly with a green mane and tail. Two of her legs were broken and one of her wings was bandaged so tightly that she couldn't close it all the way. Aurora was clearly in no shape to take the exam but she was determined. When the yellow filly took flight she surprised everypony with her speed and agility. Everypony cheered as she cleared every cloud in record time and dashed through the first several hoops in a matter of seconds. However, determination could only get Aurora so far. The yellow filly dislocated her bandaged wing on a sharp turn and crashed into a nearby cloud. An adjudicator retrieved the broken filly and carried her to the West gate where a nurse tended to her wing.

Scootaloo felt sorry for Aurora. The yellow filly would have passed if she had only been in better health. But the rules of the exam were absolute: no retests, no postponements and no exceptions. Scootaloo just hoped that rainbow production wasn't as bad as everypony made it out to be; for Aurora's sake.

Names were called out in alphabetical order so Scootaloo had a long wait before her turn. The orange filly spent her time analyzing the technique of the tested pegasi and cheering everypony on. Scootaloo couldn't help but smile when she realized that she could probably outfly almost every pony she saw.

A crowd of relieved and excited pegasi quickly began to form at the East gate and Aurora soon found company by the West gate as the exam went on. The colt Scootaloo had talked with before missed several hoops and fell below the bottom cloud layer. He wasn't much for conversation, but Scootaloo still felt sad to see Orion forced to make his way to the West gate. "You did good, Orion," Scootaloo called out for what it was worth.

Eventually the adjudicator called Scootaloo's name. As the orange filly made her way to the starting line she noticed that she was the last pegasus to be tested. Everypony else was either celebrating their success or despairing their failure. The only pegasi watching Scootaloo were the examiners and adjudicators. It made the young filly uncomfortable and, when she realized that there would be no crowd to cheer her on, Scootaloo felt Rainbow Dash's absence more than ever.

The supervising adjudicator blew the starting whistle and Scootaloo took flight. The young filly began well but she found it hard to concentrate. She glanced over to the sidelines for moral support but only found the cold judging eyes of the examiners. Scootaloo became flustered and missed several clouds in the cloud clearing portion and, when she came to the hoops, she had to come to a complete stop before she could remember what Rainbow Dash had taught her. Scootaloo pulled herself together for the diving section but, by that point, the damage had already been done. Scootaloo failed her exam.

The shame was too much for the little filly to bear. It was all Scootaloo's fault. Rainbow Dash tried so hard to prepare the young filly but Scootaloo choked under the pressure. With her head hung low, Scootaloo made her way to the West gate to join the rest of the failures. The mood was grim among the new rainbow production ponies; their worst fears had been realized.

A silver stallion with long golden hair unlocked the gate and beckoned the young pegasi through. "This way little one's," he said. He had a reassuring smile and a friendly voice. "My name is Dazzler and I'll be showing you guys the way to the Rainbow Factory."

Dazzler suddenly noticed Aurora's broken legs and recently relocated wing. "Hold it right there, little miss. This is going to be a long trip and I can't let you fly on that wing." The stallion dropped his body down to Aurora's level. "Climb on. You don't want to cripple yourself on your first day at the factory."

The yellow filly was reluctant to accept. She clearly had a lot of pride but she realized that she would never make it without Dazzler's assistance, so she climbed on his back. The stallion lifted Aurora and took flight. "This way kids. We'll be at the factory before you know it."

The Rainbow Factory wasn't very hard to find. It stood on the highest peak of Cloudsdale and poured an endless stream of rainbows that could be seen from anywhere in the city. It was a long journey to the factory and many pegasi were still tired from the exam so Dazzler had to make frequent rest stops along the way. As everypony caught their breath, Scootaloo asked Dazzler about the Rainbow Factory and rainbow production.

"I really have no idea what goes on in the Rainbow Factory, to be honest," Dazzler replied. "They only let workers inside. I've tried to sneak in a few times but I always end up getting caught. I even tried to swim through the cloud walls but there's metal lining everywhere. I guess that even government institutions have their trade secrets. I know that I should probably mind my own business, but some mysteries are just too fascinating to ignore. I bet they make rainbows out of sunshine, or maybe they use alicorns somehow. If we ever meet again, little one, you'll have to tell me how it really works. I spend hours every day just dreaming of the possibilities."

"Do they let rainbow production ponies out?" Scootaloo asked. She'd never heard of an exam failer leaving the factory.

"Well, I assume so," Dazzler said with a smile. "They can't keep ponies away from their families forever."

Talking with Dazzler was beginning to make Scootaloo feel better but Orion interrupted. "What if we don't want to work in the factory?" the purple colt said. "What if a bunch of us just flew off now? How could you stop us?"

"Well, I sincerely hope that you don't," said Dazzler with a worried chuckle. "I get into a lot of trouble when that happens and the Royal Guard has to be called in to track you down. And you don't want to get on the wrong side of the Royal Guard. I don't like to say bad things about ponies behind their backs, but those guys are just mean. Once they even made fun of my mane. I tell you, some ponies have no sensitivity. Why, my friends all say that my mane is dazzling, so I don't know what their problem is. Jealousy, it must be jealousy …"

Dazzler rambled on throughout the journey. In the end, Orion didn't attempt to escape. It seemed that the purple colt realized that nopony could outfly the Royal Guard for long; especially not a pegasus who failed their Flight Exam.

Dazzler let Aurora down in front of the Rainbow Factory's iron doors as everypony else landed behind him. There were four pegasi wearing hardhats waiting in front of the building. They had a strange look in their eyes. Scootaloo thought that they looked sad but there was something deeper beyond that. It was like the light behind their eyes had been snuffed out a long time ago.

"This way," one of them said coldly as the others herded the young pegasi into the factory. The last pony locked and barricaded the door when everypony was inside and the pony in front led the group through the factory. The place was alive with hammering pistons, rusty conveyer belts and bubbling boilers. Every catwalk swarmed with grease stained pegasi but nopony turned to acknowledge the presence of the new rainbow production ponies. In fact, it seemed as though every factory worker was actively avoiding the sight of the young pegasi. Several ponies in the group asked their escort about the various machines in the factory but their guides also seemed determined to ignore them.

"They're not very friendly, are they," Aurora said to nopony in particular.

Eventually, the group arrived at a door labeled, _RAINBOW PRODUCTION_. Inside was a large room cut off from the rest of the factory. Strangely, the door locked from the outside so, when the lock clicked and the barricade bar came down, everypony in the room was trapped.

Several large cages were haphazardly strewn across the metal floor.

"No more than three per cell," said a very familiar voice but Scootaloo couldn't locate its source.

"Step inside please," the factory workers instructed the little pegasi.

Many obeyed but several refused.

"Could we get a little help here," a worker called out to a large grey stallion. The stallions immediately grabbed uncooperative ponies with his teeth and forced them into their cells. Scootaloo was locked in a cage with a defiant Aurora and a terrified Orion. "Why did they put us in a cage?" Orion said in a panic. "What are they going to do to us? What are they going to do?"

"How should we know," Aurora hissed. "We just got here too, you know."

Scootaloo ignored her bickering cellmates and surveyed her surroundings. Directly in front of them was a crude machine that was almost as big as a house in Ponyville. The device consisted of a large steel shell with a complex network of clear pipes leading into a series of taps pointed squarely into a massive vat. Through a perspex window running down the side of the vat, Scootaloo could see that the inside of the container was coated with rainbow residue. A pony in a white lab coat fiddled with a bunch of levers and the machine came to life. Pistons pumped with increasing velocity and the machine groaned like an enormous beast.

"We'll start with the blue colt," the familiar voice came again, but this time Scootaloo managed to spot the speaker. She couldn't believe her eyes, but there was no mistaking the blue fur and rainbow main of the little filly's hero.

"Rainbow Dash!" Scootaloo called out with excitement.

The pegasus jumped at the sound of her own name and her eyes widened when she saw Scootaloo locked in one of the cages. "Scootaloo, what are you doing here?"

Scootaloo's excitement quickly evaporated. Suddenly she couldn't bear to look Rainbow Dash in the eye. "I, kind of, failed the Flight Exam."

"What do you mean you failed? You can't have failed. I trained with you every day."

Scootaloo didn't know what to say. Rainbow Dash sounded really angry. Scootaloo thought that Rainbow Dash probably hated her for wasting so much of her time for nothing. "I'm … I'm sorry." Scootaloo could feel tears welling up once again.

"Well, I hope you're happy now," Rainbow Dash fumed. "Now you're part of rainbow production for the rest of your life."

Her harsh words were too much for Scootaloo. The young filly quietly sobbed in the corner. Rainbow Dash looked away from the crying pegasus and snapped at the large grey stallions. "I told you to grab blue colt!"

The stallion quickly unlocked the cage beside Scootaloo's and picked up a light blue colt with a dark purple mane. Scootaloo watched through tear filled eyes as the grey stallion carried the colt around the machine and out of sight. None of the imprisoned pegasi could see what was happening behind the machine, if anything was happening at all, but moments later the steady groan coming from the steel shell was replaced by a wet squishing and splattering sound. The grey stallion returned as blue and purple liquid pumped through the pipes and poured into the large vat.

"What happened to the colt?" said Aurora, confused. "I don't get it. What's back there; behind that thing? And where'd that coloured water come from?"

All the caged ponies were just as confused as Aurora but none of the older pegasi offered any answers.

"We need some red now," Rainbow Dash told the grey stallion. "The filly in the far right cage."

The stallion nodded and unlocked a far off cage to retrieve a red filly with a fiery yellow mane. Again the grey stallion carried the pony behind the machine and process repeated itself. Only, this time, the fluid that poured into the vat was red and yellow. It mixed with the blue and purple from before and swirled into a rainbow.

Rainbow Dash continued to select caged ponies and the machine continued to pour coloured liquid into the vat. After a while, Scootaloo began to notice a pattern. The fluid always matched the colours of the selected ponies. It couldn't have been a coincidence, but Scootaloo could find no other explanation.

Eventually Rainbow Dash pointed to Scootaloo's cage. "The purple colt."

The grey stallion unlocked the cage and Orion shrunk in fear. The large pegasus scooped up the colt and locked the cell door behind him. Orion began to squirm and cry for help as he was being carried off.

The pony in the white lab coat who was fiddling with the levers took his eyes off his work to see the source of the commotion. His eyes went wide and he ran to the stallion crying, "STOP! Let him go! That's my son, that's my son!"

The stallion stopped in his tracks but Rainbow Dash stood between the father and son. "Get a hold of yourself, Turn Wheel," she hissed at the father. "We've got a job to do."

"But that's my son!" Turn Wheel's voice trembled.

"You know the rules," said Rainbow Dash coldly. "There are no exceptions."

The grey stallion started to walk again and Turn Wheel collapsed to the metal plated floor; crying without restraint. Scootaloo had never seen a grown up cry before. It was an ugly sight, and it made her feel uncomfortable.

"Star Flight," Rainbow Dash addressed another factory worker. "Take over for Turn Wheel."

The factory worker took the father's post and soon Orion's colours were mixing with the rest of the rainbow fluid. Scootaloo still couldn't understand the relationship between the selected ponies and the colour of the rainbow liquid but, it seemed that Aurora had finally figured it out. The yellow filly looked like she was about to be sick. "They're grinding us into rainbows." She whispered at first but then began to shout repeatedly. "They're grinding us into rainbows! They're grinding us into rainbow! THEY'RE GOING TO KILL US ALL!"

The imprisoned pegasi panicked. They bucked at the cage bars and screamed in terror. Scootaloo wiped away her drying tearing and threw herself at the locked cell door. The idea that pegasi would sacrifice their own young just to create rainbows sounded crazy but, from everything that Scootaloo had seen so far, it was the only possible explanation.

"Grab that yellow filly!" Rainbow Dash had to shout to be heard. "TAKE HER NOW!"

Star Flight, the pony who had taken over for Turn Wheel protested. "But, boss, if we use her now, it will disrupt the rainbow pattern!"

"Forget that, we'll fix it later!" said Rainbow Dash. "Hurry up, she's upsetting the others!"

The grey stallion unlocked Scootaloo's cell door and tried to grab Aurora but the yellow filly wasn't going down without a fight. The severely injured pegasus head-butted the stallion and bucked him in the face when he tried to catch her in his teeth. Scootaloo flew as best as she could in the confined space and kicked the stallion in the ear. The stallion wheeled around and tried to kick Scootaloo back, but Scootaloo was too fast. Aurora kicked the stallion in the front leg while he was distracted and the stallion fell on his face.

Aurora ran past the grey stallion and through the open cage door but Rainbow Dash grabbed her before she got far. Scootaloo tried to follow, but the stallion recovered in time to block her way. This time, the stallion's kick connected with Scootaloo's chest and the little filly smashed into the cage bars. There was a crack and everything went black.

When Scootaloo regained consciousness, she was alone in her cell and the door was locked again. She couldn't feel past her waist and, when she tried to stand, her hind legs wouldn't respond. Scootaloo could still move her wings but her lower half was as dead as the rainbows in the vat. Her spine had been broken.

A familiar squelching sound came from the machine and, when Scootaloo looked up, she saw more coloured liquid pour into the vat. Yellow and green: Aurora's colours. The panic among the caged ponies had dissipated. There was no more kicking of the bars or screams of terror. There was only bitter resignation and quiet despair.

The grey stallion returned from behind the machine and Rainbow Dash pointed to a pink filly in Scootaloo's neighboring cell. There were still two pegasi left in the cage and both cowered in the corner as the stallion unlocked the door. The stallion grabbed the pink filly while her cell mate did nothing to stop him.

"Help her, help her!" Scootaloo cried out to the cowering pony. "They'll pick us off one by one if we don't work together. You have to help her; you have to fight!"

But the terrified pony would not fight, and the stallion left the cage unchallenged. When the pink filly's colours finished pouring from the machine, Rainbow Dash pointed to another pony in a cage further away.

"Don't let them take anypony else!" Scootaloo shouted. "We have to help each other. We have to fight! They'll kill us all if we don't fight. WE HAVE TO FIGHT!"

But nopony was willing resist until Rainbow Dash chose them specifically. Not after they saw what happened to poor crippled Scootaloo. Pony after pony was fed into the machine but still nopony fought.

"You have to fight! YOU HAVE TO FIGHT!" Tear of frustration stung Sootaloo's eyes. "They'll kill us all! THEY'LL KILL US ALL!"

But nopony listened. And soon Scootaloo was the only pony left. "Why?" Scootaloo whispered to herself between sobs. "Why didn't they fight?"

"Not everpony is as brave as you," Rainbow Dash answered.

Scootaloo glared at her former hero. Her heart burned with hatred.

"Don't look at me like that, Scootaloo," said Rainbow Dash. "This has to be done."

Scootaloo's hate-filled eyes remained fixed on Rainbow Dash. "Murderer."

"I told you; this has to be done. Rainbows have to be made, and this is the only way to make them. Don't you get it? Without rainbows, all weather making would be impossible. This is the only way."

"Murderer," Scootaloo repeated.

"You don't understand. All high ranking weather ponies have to serve in the factory. I don't want to do this; I have to."

"You're a murderer."

"I'M NOT A MURDERER!" Rainbow Dash screamed at the little filly.

Suddenly all eyes were on Rainbow Dash. "Are you alright boss?" one of the workers asked.

"I'm fine," said Rainbow Dash after she had calmed down. "We've got enough rainbows for now; we don't need the last pony. Let her out. She can work in the factory or something."

The workers were confused but the grey stallion followed orders. He went to unlock the cage door but another pony stopped him.

"NO!" it was Turn Wheel, Orion's father. "You know the rules, Rainbow Dash. There are no exceptions."

Rainbow Dash scowled at the defiant father.

"He's right, boss," said the grey stallion. "She's a cripple anyway. No use to anypony."

Rainbow Dash bared her teeth at the stallion but she couldn't argue. There was very little that Scootaloo could do in the factory with her hind legs dragging her down. "Fine. Hurry up and get it over with."

The stallion unlocked the cage door but Scootaloo immediately took flight. It was hard to turn without being able to move her back legs, but Scootaloo managed to evade the grey stallion. After a few failed attempts at catching the little filly, the stallion tried to knock her out again with another kick. Scootaloo, however, was much too fast.

There was an opening and Scootaloo took it. She darted past the stallion and out the cage door. She quickly flew to the room entrance but the door was locked and barricaded from the other side. More ponies chased Scootaloo but the filly flitted past them all. Nopony could catch Scootaloo; at least, not until Rainbow Dash took flight.

With shocking speed, Rainbow Dash snatched the young filly by her hind legs and landed on the other side of the machine. Scootaloo tried to free herself from her captor's teeth, but her hind legs were dead and her forelegs couldn't reach.

Rainbow Dash carried Scootaloo to a small chute on the back end of the machine. Scootaloo pleaded with her. "Don't do this, Rainbow Dash. You were going to let me go; it's not too late. I'm your friend; you wouldn't do this to a friend. You're better than that. Please! DON'T DO THIS!"

But Rainbow Dash didn't listen. Her face had become an expressionless mask and the light in her eyes had vanished completely. Rainbow Dash tossed Scootaloo into the chute to be processed by the spinning teeth and crushing gears of the rainbow grinder like all the other pegasi who failed their Flight Exam. Rainbow Dash watched as Scootaloo's colours poured into the vat, moments later. "You picked the wrong hero, kid."

**The End**


End file.
